UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         April 30, 2000                                          0-11088
For the quarterly period ended                            Commission file number

                              ALFACELL CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                                22-2369085
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

           225 Belleville Avenue, Bloomfield, New Jersey       07003
           (Address of principal executive offices)        (Zip Code)

(Registrant's telephone number, including area code)              (973) 748-8082

                                 NOT APPLICABLE
              (Former name, former address, and former fiscal year,
                         if changed since last report.)


     Indicate  by check mark  whether the  registrant  has (1) filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:

Shares  of  Common  Stock,  $.001 par  value  outstanding  as of June 12,  2000:
18,431,559


<PAGE>

                              ALFACELL CORPORATION
                          (A Development Stage Company)


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                                BALANCE SHEETS
                        April 30, 2000 and July 31, 1999

<TABLE>
<CAPTION>
                                                                                 April 30,
                                                                                   2000               July 31,
                                  ASSETS                                        (Unaudited)             1999
                                                                                 ----------          ----------
<S>                                                                              <C>                 <C>
Current assets:
     Cash and cash equivalents                                                   $  895,134          $1,383,133
     Other assets                                                                   165,853             146,708
                                                                                 ----------          ----------
          Total current assets                                                    1,060,987           1,529,841
                                                                                 ----------          ----------


Property and equipment, net of accumulated depreciation and amortization
   of $1,016,057 at April 30, 2000 and $944,830 at July 31, 1999                    127,580             198,807
                                                                                 ----------          ----------

               Total assets                                                      $1,188,567          $1,728,648
                                                                                 ==========          ==========
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                              <C>                 <C>
Current liabilities:
     Current portion of long-term debt                                           $      464          $    6,727
     Accounts payable                                                               246,577             186,071
     Accrued expenses                                                               742,840             778,650
                                                                                 ----------          ----------
          Total current liabilities                                                 989,881             971,448
                                                                                 ----------          ----------


Commitments and contingencies
Stockholders' equity:
     Preferred stock, $.001 par value
          Authorized and unissued, 1,000,000 shares at April 30, 2000
               and July 31, 1999                                                       --                  --
     Common stock $.001 par value
          Authorized 40,000,000 shares at April 30, 2000 and July 31, 1999;
          Issued and outstanding 18,421,559 shares at April 30, 2000
               and 17,286,594 shares at July 31, 1999                                18,421              17,286
     Capital in excess of par value                                              56,552,693          55,694,195
     Deficit accumulated during development stage                               (56,372,428)        (54,954,281)
                                                                                 ----------          ----------
          Total stockholders' equity                                                198,686             757,200
                                                                                 ----------          ----------

          Total liabilities and stockholders' equity                             $1,188,567          $1,728,648
                                                                                 ==========          ==========
</TABLE>


See accompanying notes to financial statements.


                                      - 2 -

<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS


           Three months and nine months ended April 30, 2000 and 1999,
                       and the Period from August 24, 1981
                      (Date of Inception) to April 30, 2000

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                  Three Months Ended                  Nine Months Ended          August 24, 1981
                                                       April 30,                          April 30,            (Date of Inception)
                                                                                                                        to
                                                2000               1999             2000             1999         April 30, 2000
                                            ------------      ------------      ------------      ------------  -----------------
<S>                                         <C>               <C>               <C>               <C>               <C>
REVENUE:
        Sales                               $       --        $       --        $       --        $       --        $    553,489
        Investment income                         12,986            32,055            39,206           140,847         1,347,226
        Other income                                --                --                --                --              60,103
                                            ------------      ------------      ------------      ------------      ------------
        TOTAL REVENUE                             12,986            32,055            39,206           140,847         1,960,818
                                            ------------      ------------      ------------      ------------      ------------

COSTS AND EXPENSES:
        Cost of sales                               --                --                --                --             336,495
        Research and development                 602,807           543,922         1,767,128         1,804,115        35,855,757
        General and administrative               137,497           199,796           443,479           662,359        19,958,539
        Interest:
               Related parties                      --                --                --                --           1,033,960
               Others                                872               739             2,600             1,432         1,904,349
                                            ------------      ------------      ------------      ------------      ------------
TOTAL COSTS AND EXPENSES                         741,176           744,457         2,213,207         2,467,906        59,089,100
                                            ------------      ------------      ------------      ------------      ------------

NET (LOSS) BEFORE STATE TAX
        BENEFIT                             $   (728,190)     $   (712,402)     $ (2,174,001)     $ (2,327,059)     $(57,128,282)

STATE TAX BENEFIT                                   --                --             755,854              --             755,854
                                            ------------      ------------      ------------      ------------      ------------

NET (LOSS)                                  $   (728,190)     $   (712,402)     $ (1,418,147)     $ (2,327,059)     $(56,372,428)
                                            ============      ============      ============      ============      ============

        Loss per basic and diluted
               common share                 $       (.04)     $       (.04)     $       (.08)     $       (.13)     $      (7.27)
                                            ============      ============      ============      ============      ============

Weighted average number of shares
     outstanding                              18,116,726        17,285,987        17,603,454        17,265,936         7,749,872
                                            ============      ============      ============      ============      ============
</TABLE>


See accompanying notes to financial statements.


                                      - 3 -

<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)


                            STATEMENTS OF CASH FLOWS


                   Nine months ended April 30, 2000 and 1999,
                       and the Period from August 24, 1981
                      (Date of Inception) to April 30, 2000

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                              Nine Months Ended            August 24, 1981
                                                                                  April 30,              (Date of Inception)
                                                                                                                  to
                                                                           2000               1999          April 30, 2000
                                                                       ------------       ------------       ------------
<S>                                                                    <C>                <C>                <C>
Cash flows from operating activities:
  Net Loss                                                             $ (1,418,147)      $ (2,327,059)      $(56,372,428)
  Adjustments to reconcile net loss to
      net cash used in operating activities:
    Gain on sale of marketable securities                                      --                 --              (25,963)
    Depreciation and amortization                                            71,227             75,960          1,395,322
    Loss on disposal of property and equipment                                 --                 --               18,926
    Noncash operating expenses                                              112,459            142,244          5,484,931
    Amortization of deferred compensation                                      --                 --           11,442,000
    Amortization of organization costs                                         --                 --                4,590
Changes in assets and liabilities:
    Increase in other current assets                                        (19,145)          (130,135)          (165,853)
    Decrease in other assets                                                   --                 --               36,184
    Increase in interest payable, related party                                --                 --              744,539
    Increase (decrease) in accounts payable                                 152,690           (488,912)           532,657
    Increase in accrued payroll and expenses, related parties                  --                 --            2,348,145
    Increase (decrease) in accrued expenses                                 (35,810)          (344,119)         1,284,353
                                                                       ------------       ------------       ------------
  Net cash used in operating activities                                  (1,136,726)        (3,072,021)       (33,272,597)
                                                                       ------------       ------------       ------------
Cash flows from investing activities:
    Purchase of marketable equity securities                                   --                 --             (290,420)
    Proceeds from sale of marketable equity securities                         --                 --              316,383
    Purchase of property and equipment                                         --                 --           (1,369,261)
    Patent costs                                                               --                 --              (97,841)
                                                                       ------------       ------------       ------------

        Net cash used in investing activities                                  --                 --           (1,441,139)
                                                                       ------------       ------------       ------------
</TABLE>


See accompanying notes to financial statements.                      (continued)


                                      - 4 -

<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)


                            STATEMENTS OF CASH FLOWS


                   Nine months ended April 30, 2000 and 1999,
                       and the Period from August 24, 1981
                      (Date of Inception) to April 30, 2000

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                              Nine Months Ended            August 24, 1981
                                                                                  April 30,              (Date of Inception)
                                                                                                                  to
                                                                           2000               1999          April 30, 2000
                                                                       ------------       ------------       ------------
<S>                                                                    <C>                <C>                <C>
Cash flows from financing activities:
  Proceeds from short-term borrowings                                  $       --         $       --         $    849,500
  Payment of short-term borrowings                                             --                 --             (623,500)
  Increase in loans payable - related party, net                               --                 --            2,628,868
  Proceeds from bank debt and other long-term debt, net of
        deferred debt costs                                                    --                 --            2,410,883
  Reduction of bank debt and long-term debt                                  (6,263)            (6,797)        (2,924,991)
  Proceeds from issuance of common stock, net                               613,653               (766)        27,419,100
  Proceeds from exercise of stock options and warrants, net                  41,337               --            5,502,010
  Proceeds from issuance of convertible debentures                             --                 --              347,000
                                                                       ------------       ------------       ------------
        Net cash provided (used) by financing activities                    648,727             (7,563)        35,608,870
                                                                       ------------       ------------       ------------
        Net increase (decrease) in cash and cash equivalents               (487,999)        (3,079,584)           895,134
Cash and cash equivalents at beginning of period                          1,383,133          5,099,453               --
                                                                       ------------       ------------       ------------
Cash and cash equivalents at end of period                             $    895,134       $  2,019,869       $    895,134
                                                                       ============       ============       ============
Supplemental disclosure of cash flow information -
   interest paid                                                       $      2,600       $      1,432       $  1,651,333
                                                                       ============       ============       ============
Noncash financing activities:
   Issuance of convertible subordinated
     debenture for loan payable to officer                             $       --         $       --         $  2,725,000
                                                                       ============       ============       ============
   Issuance of common stock upon the conversion of
     convertible subordinated debentures, related party                $       --         $       --         $  2,945,000
                                                                       ============       ============       ============
   Conversion of short-term borrowings to common stock                 $       --         $       --         $    226,000
                                                                       ============       ============       ============
   Conversion of accrued interest, payroll and expenses by
     related parties to stock options                                  $       --         $       --         $  3,194,969
                                                                       ============       ============       ============
   Repurchase of stock options from related party                      $       --         $       --         $   (198,417)
                                                                       ============       ============       ============
   Conversion of accrued interest to stock options                     $       --         $       --         $    142,441
                                                                       ============       ============       ============
   Conversion of accounts payable to common stock                      $     92,184       $     16,631       $    286,170
                                                                       ============       ============       ============
   Conversion of notes payable, bank and accrued interest to
        long-term debt                                                 $       --         $       --         $  1,699,072
                                                                       ============       ============       ============
   Conversion of loans and interest payable, related party
        and accrued payroll and expenses, related parties to long-
        term accrued payroll and other, related party                  $       --         $       --         $  1,863,514
                                                                       ============       ============       ============
   Issuance of common stock upon the conversion of
      convertible subordinated debentures, other                       $       --         $       --         $    127,000
                                                                       ============       ============       ============
   Issuance of common stock for services rendered                      $       --         $      2,460       $      2,460
                                                                       ============       ============       ============
</TABLE>

See accompanying notes to financial statements.


                                      - 5 -

<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)


1.   ORGANIZATION AND BASIS OF PRESENTATION

     In  the  opinion  of  management,   the  accompanying  unaudited  financial
statements  contain all adjustments  (consisting of normal  recurring  accruals)
necessary to present  fairly the  Company's  financial  position as of April 30,
2000 and the results of  operations  for the three and nine month  periods ended
April 30, 2000 and 1999 and the period from August 24, 1981 (date of  inception)
to April 30, 2000. The results of operations for the nine months ended April 30,
2000 are not  necessarily  indicative of the results to be expected for the full
year.

     The  Company is a  development  stage  company as defined in the  Financial
Accounting  Standards Board's Statement of Financial Accounting Standards No. 7.
The Company is devoting substantially all of its present efforts to establishing
a new  business.  Its  planned  principal  operations  have not  commenced  and,
accordingly, no significant revenue has been derived therefrom.

     Effective  August 1, 1998,  the  Company  adopted  Statement  of  Financial
Accounting Standards No. 130 ("SFAS 130"), Reporting  Comprehensive Income. SFAS
130 establishes new rules for the reporting and display of comprehensive  income
and its components. The net loss of $1,418,000 and $2,327,000,  recorded for the
nine  months  ended  April  30,  2000 and  1999,  respectively,  is equal to the
comprehensive loss for those periods.

     The Company has reported net losses since its inception.  Also, the Company
has limited liquid resources.  The report of the Company's  independent auditors
on the Company's  July 31, 1999  financial  statements  included an  explanatory
paragraph  which states that the Company's  recurring  losses and limited liquid
resources raise  substantial  doubt about the Company's ability to continue as a
going  concern.  The financial  statements at July 31, 1999 or April 30, 2000 do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

2.   EARNINGS PER COMMON SHARE

     "Basic"  earnings  (loss) per common share equals net income (loss) divided
by weighted  average  common  shares  outstanding  during the period.  "Diluted"
earnings  (loss)  per  common  share  equals  net  income  divided by the sum of
weighted average common shares  outstanding  during the period plus common stock
equivalents. The Company's Basic and Diluted per share


                                      - 6 -

<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS, continued

                                   (Unaudited)

2.   EARNINGS PER COMMON SHARE, continued

amounts are the same since the assumed  exercise of stock  options and  warrants
are all  anti-dilutive.  The amount of options and  warrants  excluded  from the
calculation   was   6,180,945   and  5,927,875  at  April  30,  2000  and  1999,
respectively.

3.   CAPITAL STOCK

     In August  1999,  the  Company  issued  40,000  shares of common  stock for
payment of services  rendered.  The fair value of the common stock in the amount
of $18,400 was charged to operations.

     In September  1999,  the Company  issued  14,600 shares of common stock for
payment of legal  services.  The fair value of the common stock in the amount of
$8,176 was charged to operations.

     In December  1999,  the Company  issued an aggregate  total of 75,000 stock
options to its outside board of directors.

     In January  2000,  the Company  issued  120,365  shares of common stock for
payment of services  rendered.  The fair value of the common stock in the amount
of $65,608 was charged to operations.

     In January 2000,  the Company issued 10,000 shares of common stock upon the
exercise of stock options by an unrelated  party  resulting in gross proceeds of
$4,300 to the Company.

     In February 2000, the Company issued 35,000 shares of common stock upon the
exercise of stock options by unrelated  parties  resulting in gross  proceeds of
$20,050 to the Company.

     In February 2000, the Company sold an aggregate of 875,000 shares of common
stock to  private  investors  at prices  ranging  from  $0.50 to $1.00 per share
resulting in net proceeds of $625,000 to the Company.  In addition,  the private
investors  were granted  warrants to purchase an aggregate of 875,000  shares of
common stock,  inclusive of additional  warrants issued so that all investors in
the private placements received substantially the same securities,  at per share
exercise prices ranging from $1.03 to $3.25. The warrants will expire during the
period commencing May 2003 and ending in May 2005.


                                      - 7 -

<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS, continued

                                   (Unaudited)

3.   CAPITAL STOCK, continued

     In March 2000,  the Company  issued  30,000 shares of common stock upon the
exercise of stock options by an unrelated  party  resulting in gross proceeds of
$12,900 to the Company.

     In April 2000,  the Company  issued  10,000 shares of common stock upon the
exercise of stock options by an unrelated  party  resulting in gross proceeds of
$4,300 to the Company.

4.   SALE OF NET OPERATING LOSSES

     New  Jersey  has  enacted   legislation   permitting   certain  New  Jersey
corporations to sell state tax loss  carryforwards  and research and development
credits (the "Tax  Benefits").  Approximately  $2.4 million of the Company's Tax
Benefits were approved for sale by the state, of which  approximately $1 million
was  allocated  to be sold for the State  Fiscal Year 2000 (July 1, 1999 to June
30, 2000). In December 1999, the Company  realized net proceeds of $755,854 from
the sale of its  allocated  Tax  Benefits.  The Company will attempt to sell the
remaining  balance  of its Tax  Benefits  in the  amount of  approximately  $1.4
million for the State Fiscal Year 2001 (July 1, 2000 to June 30, 2001),  subject
to all existing laws of the State of New Jersey.


                                      - 8 -

<PAGE>

Item 2.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations

     Information  contained herein contains  "forward-looking  statements" which
can be identified by the use of forward-looking  terminology such as "believes",
"expects",  "may", "will", "should", or "anticipates" or the negative thereof or
other  variations  thereon  or  comparable  terminology,  or by  discussions  of
strategy.  No  assurance  can be given  that the future  results  covered by the
forward-looking  statements  will be achieved.  The matters set forth in Exhibit
99.1 hereto constitute cautionary statements  identifying important factors with
respect  to  such  forward-looking  statements,   including  certain  risks  and
uncertainties,  that could  cause  actual  results to vary  materially  from the
future results indicated in such forward-looking statements. Other factors could
also cause actual results to vary materially  from the future results  indicated
in such forward- looking statements.

Results of Operations

Three and nine month periods ended April 30, 2000 and 1999

     Revenues.  The  Company is a  development  stage  company as defined in the
Financial   Accounting  Standards  Board's  Statement  of  Financial  Accounting
Standards  No. 7. As such,  the  Company is  devoting  substantially  all of its
present efforts to establishing a new business and developing new drug products.
The Company's planned principal  operations of marketing and/or licensing of new
drugs have not  commenced  and,  accordingly,  no  significant  revenue has been
derived  therefrom.  The Company  focuses most of its  productive  and financial
resources  on the  development  of ONCONASE and as such has not had any sales in
the nine months  ended April 30, 2000 and 1999.  Investment  income for the nine
months ended April 30, 2000 was $39,000 compared to $141,000 for the same period
last year, a decrease of $102,000.  This  decrease was due to lower  balances of
cash and cash equivalents.

     Research and  Development.  Research and development  expense for the three
months  ended April 30,  2000 was  $603,000  compared  to $544,000  for the same
period last year, an increase of $59,000 or 11%. This increase was primarily due
to an increase in expenses in  preparation  for a Pre-NDA  meeting  with the FDA
offset by a 28%  decrease  in costs in  support  of  on-going  clinical  trials,
primarily  due to the  completion  of the  patient  enrollment  of the Phase III
clinical trial for malignant mesothelioma, an 11% decrease in personnel costs, a
54% decrease in costs related to preclinical  research studies of ONCONASE and a
64% decrease in costs  associated with the  manufacture of clinical  supplies of
ONCONASE.

     Research and  development  expense for the nine months ended April 30, 2000
was $1,767,000  compared to $1,804,000 for the same period last year, a decrease
of $37,000 or 2%. This  decrease was primarily due to a 37% decrease in costs in
support of on-going  clinical  trials,  primarily  due to the  completion of the
patient enrollment of the Phase III clinical trial for malignant mesothelioma, a
52% decrease in costs related to the preclinical research studies of ONCONASE, a
54% decrease in costs  associated with the  manufacture of clinical  supplies of
ONCONASE and a 4% decrease in personnel costs. These decreases were offset by an
increase


                                      - 9 -

<PAGE>

in expenses in preparation for a Pre-NDA meeting with the FDA and a 54% increase
in expenses associated with new patent and trademark applications for ONCONASE.

     General  and  Administrative.  General and  administrative  expense for the
three months ended April 30, 2000 was $137,000 compared to $200,000 for the same
period last year, a decrease of $63,000 or 32%.  This decrease was primarily due
to a 50%  reduction  in  administrative  personnel  costs and a 61%  decrease in
consulting fees offset by a 15% increase in insurance expenses.

     General and administrative expense for the nine months ended April 30, 2000
was  $443,000  compared to $662,000 for the same period last year, a decrease of
$219,000  or  33%.  This  decrease  was  primarily  due  to a 47%  reduction  in
administrative  personnel costs, a 69% decrease in public relations expenses and
a 41% decrease in consulting fees.

     Income Taxes.  New Jersey has enacted  legislation  permitting  certain New
Jersey  corporations  to sell  state tax loss  carryforwards  and  research  and
development  credits  (the "Tax  Benefits").  Approximately  $2.4 million of the
Company's  Tax  Benefits  were  approved  for  sale  by  the  state,   of  which
approximately $1 million was allocated to be sold for the State Fiscal Year 2000
(July 1, 1999 to June 30,  2000).  In December  1999,  the Company  realized net
proceeds of $755,854 from the sale of its  allocated  Tax Benefits.  The Company
will attempt to sell the remaining  balance of its Tax Benefits in the amount of
approximately  $1.4 million for the State Fiscal Year 2001 (July 1, 2000 to June
30, 2001), subject to all existing laws of the State of New Jersey.

     Net Loss.  The Company has incurred  net losses  during each year since its
inception.  The net loss for the three  months ended April 30, 2000 was $728,000
as compared to a net loss of $712,000 for the same period last year, an increase
of $16,000. The net loss for the nine months ended April 30, 2000 was $1,418,000
as compared to $2,327,000  for the same period last year, a decrease of $909,000
or 39%,  primarily  due to the result of the sale of the Company's Tax Benefits.
The  cumulative  loss from the date of  inception,  August 24, 1981 to April 30,
2000, amounted to $56,372,000. Such losses are attributable to the fact that the
Company  is still in the  development  stage  and  accordingly  has not  derived
sufficient revenues from operations to offset the development stage expenses.

Liquidity and Capital Resources

     Alfacell has financed its  operations  since  inception  primarily  through
equity and debt financing,  research product sales and interest  income.  During
the nine months ended April 30, 2000, the Company had a net decrease in cash and
cash  equivalents of $488,000,  which  resulted  primarily from net cash used in
operating  activities  of  $1,137,000  offset by net cash  provided by financing
activities of $649,000.  Total cash resources as of April 30, 2000 were $895,000
compared to $1,383,000 at July 31, 1999.


                                     - 10 -

<PAGE>

     The  Company's  current  liabilities  as of April 30,  2000  were  $990,000
compared  to  $971,000  at July 31,  1999,  an  increase  of  $19,000 or 2%. The
increase  was  primarily  due to an increase in  expenses in  preparation  for a
Pre-NDA meeting with the FDA and an increase in legal fees, primarily due to the
filing  of an  S-1  registration  statement  to  register  the  resale  of up to
3,770,671 shares of the Company's common stock, offset by a decrease in costs in
support  of  ongoing  clinical  trials  for  ONCONASE,  primarily  due  to  the
completion  of the  patient  enrollment  of the  Phase  III  clinical  trial for
malignant mesothelioma and a decrease in consulting fees.

     Until the Company's operations generate significant revenues, cash reserves
will  continue  to fund  operations.  To  date,  a  significant  portion  of the
Company's  financing  has been through  private  placements  of common stock and
warrants,  the issuance of common stock for stock options exercised and services
rendered, debt financing and financing provided by the Company's Chief Executive
Officer. The Company believes that its cash and cash equivalents as of April 30,
2000 will be  sufficient to meet its  anticipated  cash needs through July 2000.
The report of the Company's  independent auditors on the Company's July 31, 1999
financial  statements  included an explanatory  paragraph  which states that the
Company's  recurring losses and limited liquid resources raise substantial doubt
about the  Company's  ability to  continue  as a going  concern.  The  financial
statements  at July 31, 1999 or April 30,  2000 do not  include any  adjustments
that might result from the outcome of this uncertainty.

     The  Company's  continued  operations  will  depend on its ability to raise
additional  funds  through  various  potential  sources  such as equity and debt
financing,  collaborative agreements,  strategic alliances, sale of Tax Benefits
and  ultimately  revenues from the  commercial  sale of ONCONASE.  We may not be
successful in obtaining additional funds as they are needed for our operations.

     The Company had a Pre-NDA  meeting with the FDA and  presented  preliminary
survival  results of its Phase III  clinical  trial for  unresectable  malignant
mesothelioma to determine if ONCONASE is a viable candidate for this indication.
The Company  discussed the scope and detail of its proposed NDA  submission  and
has  initiated a series of meetings  with the FDA to establish  mutually  agreed
upon parameters necessary for its NDA submission.  If the preliminary results of
the  Phase  III  trial  are  confirmed  by  the  ongoing  study  and  all  other
requirements  such as chemistry,  manufacturing  and controls,  pharmacology and
toxicology sections for filing an NDA are completed, the Company intends to file
an NDA. The Company cannot  estimate when the NDA may be filed,  nor assure that
an NDA will be filed, or if an NDA is filed that marketing approval for ONCONASE
as a treatment for patients with malignant  mesothelioma  will be granted by the
FDA.

     The Company will continue to incur costs in  conjunction  with its clinical
program,  data management and analyses,  chemistry,  manufacturing and controls,
pharmacology and toxicology  necessary for the filing.  The Company is currently
in discussion with several  potential  strategic  alliance  partners for further
development  and  marketing of ONCONASE and the other  potential new products in
the Company's pipeline. In addition, we envision generating revenue through


                                     - 11 -

<PAGE>

named-patient sales outside the U.S. However, there can be no assurance that any
such alliances or  named-patient  sales will  materialize.  The ability to raise
funding at this time may be  dependent  upon  other  factors  including  without
limitation,  market  conditions,  and there can be no assurance  that such funds
will be available.

     New  Jersey  has  enacted   legislation   permitting   certain  New  Jersey
corporations to sell state tax loss  carryforwards  and research and development
credits (the "Tax  Benefits").  Approximately  $2.4 million of the Company's Tax
Benefits were approved for sale by the state, of which  approximately $1 million
was  allocated  to be sold for the State  Fiscal Year 2000 (July 1, 1999 to June
30, 2000). In December 1999, the Company  realized net proceeds of $755,854 from
the sale of its  allocated  Tax  Benefits.  The Company will attempt to sell the
remaining  balance  of its Tax  Benefits  in the  amount of  approximately  $1.4
million for the State Fiscal Year 2001 (July 1, 2000 to June 30, 2001),  subject
to all existing laws of the State of New Jersey.

     The  Company's  Common Stock was delisted from The Nasdaq  SmallCap  Market
effective  at the close of  business  April  27,  1999 for  failing  to meet the
minimum bid price  requirements set forth in the NASD  Marketplace  Rules. As of
April 28, 1999, the Company's  Common Stock was traded on the OTC Bulletin Board
under the symbol  "ACEL".  Delisting of the Company's  Common Stock from Nasdaq,
could have a material  adverse  effect on the Company  including  its ability to
raise  additional  capital,  its  stockholders'  liquidity  and the price of the
Company's Common Stock.

     The market price of the Company's  common stock is volatile,  and the price
of the stock could be  dramatically  affected  one way or another  depending  on
numerous  factors.  The market price of the Company's common stock could also be
materially  affected by the filing of an NDA with the FDA or a non-US  marketing
registration of ONCONASE.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

          Not applicable.

PART II.  OTHER INFORMATION

Item 2.   (c) Recent Sales of Unregistered Securities

     In February 2000, the Company sold an aggregate of 875,000 shares of common
stock to  private  investors  at prices  ranging  from  $0.50 to $1.00 per share
resulting in net proceeds of $625,000 to the Company.  In addition,  the private
investors  were granted  warrants to purchase an aggregate of 875,000  shares of
common stock,  inclusive of additional  warrants issued so that all investors in
the private placements received substantially the same securities,  at per share
exercise prices ranging from $1.03 to $3.25. The warrants will expire during the
period commencing May 2003 and ending in May 2005.


                                     - 12 -

<PAGE>

Item 5.   Other Information

     Because  the  Company's  common  stock is no longer  listed  on The  Nasdaq
SmallCap  Market,  the  Company  is  no  longer  eligible  to  use  a  Form  S-3
registration  statement to register its shares under the Securities Act of 1933.
As a result, in February 2000, the Company filed a post- effective  amendment to
two Form S-3  registration  statements  it had on file with the SEC  withdrawing
such  registration   statements.   These  registration   statements   originally
registered the resale of approximately  7,652,840 shares of the Company's common
stock by certain of the Company's stockholders. The Company filed a registration
statement on Form S-1 to register  such shares  which has not yet been  declared
effective.

Item 6.   Exhibits and Reports on Form 8-K

(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K).


                                                                  Exhibit No. or
Exhibit                                                            Incorporation
 No.                           Item Title                           by Reference
-----                          ----------                         --------------
 3.1    Certificate of Incorporation                                     *
 3.2    By-Laws                                                          *
 3.3    Amendment to Certificate of Incorporation                        #
 3.4    Amendment to Certificate of Incorporation                       +++
 4.1    Form of Convertible Debenture                                    **
10.1    Form of Stock and Warrant Purchase Agreements
        used in private placements completed April 1996
        and June 1996                                                   ##
10.2    Lease Agreement - 225 Belleville Avenue,
        Bloomfield, New Jersey                                          ###
10.3    Form of Stock Purchase Agreement and Certificate
        used in connection with various private placements              ***
10.4    Form of Stock and Warrant Purchase Agreement and
        Warrant Agreement used in Private Placement completed
        on March 21, 1994                                               ***
10.5    The Company's 1993 Stock Option Plan and Form of Option
        Agreement                                                      *****
10.6    Debt Conversion Agreement dated March 30, 1994 with
        Kuslima Shogen                                                  ****
10.7    Accrued Salary Conversion Agreement dated March 30, 1994
        with Kuslima Shogen                                             ****
10.8    Accrued Salary Conversion Agreement dated March 30, 1994
        with Stanislaw Mikulski                                         ****



                                     - 13 -

<PAGE>

                                                                  Exhibit No. or
Exhibit                                                            Incorporation
  No.                          Item Title                           by Reference
-------                        ----------                         --------------

  10.9   Debt Conversion Agreement dated March 30, 1994
         with John Schierloh                                            ****
  10.10  Option Agreement dated March 30, 1994 with
         Kuslima Shogen                                                 ****
  10.11  Option Agreement dated March 30, 1994 with
         Kuslima Shogen                                                 ****
  10.12  Amendment No. 1 dated June 20, 1994 to Option
         Agreement dated March 30, 1994 with Kuslima Shogen             ****
  10.13  Form of Amendment No. 1 dated June 20, 1994 to
         Option Agreement dated March 30, 1994 with Kuslima
         Shogen                                                        *****
  10.14  Form of Amendment No. 1 dated June 20, 1994 to
         Option Agreement  dated March 30, 1994 with
         Stanislaw  Mikulski                                           *****
  10.15  Form of Stock and Warrant  Purchase  Agreement and
         Warrant Agreement used in Private Placement
         completed on September 13, 1994                                 +
  10.16  Form of Subscription Agreements and Warrant
         Agreement used in Private Placements closed in
         October 1994 and September 1995                                 #
  10.17  Common Stock Purchase Agreement by and between the
         Company and Digital Creations, Inc. dated March 3, 1997        ###
  10.18  The Company's 1997 Stock Option Plan                           ###
  10.19  Separation Agreement with Michael C. Lowe dated as of
         October 9, 1997                                                ++
  10.20  Form of Subscription Agreement and Warrant Agreement
         used in Private Placement completed on February 20, 1998       +++
  10.21  Form of Warrant Agreement issued to the Placement Agent in
         connection with the Private Placement completed on February
         20, 1998                                                       +++
  10.22  Placement Agent Agreement dated December 15, 1997              +++
  10.23  Separation Agreement with Gail Fraser dated August 31, 1999    ####
  27.1   Financial Data Schedule                                       #####
  99.1   Factors to Consider in Connection with Forward-Looking        #####
         Statements

*        Previously filed as exhibit to the Company's  Registration Statement on
         Form S-18 (File No.  2-79975-NY) and  incorporated  herein by reference
         thereto.

**       Previously  filed as exhibits to the  Company's  Annual  Report on Form
         10-K for the year  ended  July 31,  1993  and  incorporated  herein  by
         reference thereto.


                                     - 14 -

<PAGE>



***      Previously filed as exhibits to the Company's  Quarterly Report on Form
         10-QSB for the quarter ended January 31, 1994 and  incorporated  herein
         by reference thereto.

****     Previously filed as exhibits to the Company's  Quarterly Report on Form
         10-QSB for the quarter ended April 30, 1994 and incorporated  herein by
         reference thereto.

*****    Previously  filed as exhibits to the Company's  Registration  Statement
         Form SB-2 (File No.  33-76950)  and  incorporated  herein by  reference
         thereto.

+        Previously filed as exhibits to the Company's Registration Statement on
         Form SB-2 (File No.  33-83072)  and  incorporated  herein by  reference
         thereto.

++       Previously filed as exhibits to the Company's  Quarterly Report on Form
         10-Q for the quarter ended October 31, 1997 and incorporated  herein by
         reference thereto.

+++      Previously filed as exhibits to the Company's  Quarterly Report on Form
         10-Q for the quarter ended January 31, 1998 and incorporated  herein by
         reference thereto.

#        Previously  filed as exhibits to the  Company's  Annual  Report on Form
         10-KSB  for the year  ended July 31,  1995 and  incorporated  herein by
         reference thereto.

##       Previously filed as exhibits to the Company's Registration Statement on
         Form SB-2 (File No.  333-11575)  and  incorporated  herein by reference
         thereto.

###      Previously filed as exhibits to the Company's  Quarterly Report on Form
         10-QSB for the quarter ended April 30, 1997 and incorporated  herein by
         reference thereto.

####     Previously  filed as exhibits to the  Company's  Annual  Report on Form
         10-K for the year  ended  July 31,  1999  and  incorporated  herein  by
         reference thereto.

#####    Filed herewith.

(b)      Reports on Form 8-K.

None.


                                     - 15 -

<PAGE>

SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                        ALFACELL CORPORATION
                                        --------------------
                                            (Registrant)


June 14, 2000                           /s/ KUSLIMA SHOGEN
                                        ------------------
                                        Kuslima Shogen, Chief Executive Officer,
                                        Acting    Chief    Financial     Officer
                                        (Principal Executive Officer,  Principal
                                        Accounting  Officer) and Chairman of the
                                        Board


                                     - 16 -